LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(B) - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.8.1 - EXISTING LETTERS OF CREDIT SCHEDULE 2.15 - NON-EXTENDING REVOLVING CREDIT COMMITMENTS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - TITLE TO PROPERTY SCHEDULE 6.1.20 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.21 - EMPLOYMENT MATTERS SCHEDULE 6.1.22 - ENVIRONMENTAL MATTERS SCHEDULE 6.1.26 - PARTNERSHIP AGREEMENTS AND LIMITED LIABILITY COMPANY AGREEMENTS SCHEDULE 8.2.1 - EXISTING INDEBTEDNESS SCHEDULE 8.2.7 - RECEIVABLES SALES EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(P) - PRICING GRID EXHIBIT 1.1(R) - AMENDED AND RESTATED REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - DOLLAR SWING LOAN NOTE EXHIBIT 1.1(S)(2) - OPTIONAL CURRENCY SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.4 - LOAN REQUEST EXHIBIT 2.9.2 - SWING LOAN REQUEST EXHIBIT 5.8.6(A) - U.S. TAX COMPLIANCE CERTIFICATE (NON-PARTNERSHIP FOREIGN LENDERS) EXHIBIT 5.8.6(B) - U.S. TAX COMPLIANCE CERTIFICATE (NON-PARTNERSHIP FOREIGN PARTICIPANTS) EXHIBIT 5.8.6(C) - U.S. TAX COMPLIANCE CERTIFICATE (PARTNERSHIP FOREIGN PARTICIPANTS) EXHIBIT 5.8.6(D) - U.S. TAX COMPLIANCE CERTIFICATE (PARTNERSHIP FOREIGN LENDERS) EXHIBIT 8.3.3 - COMPLIANCE CERTIFICATE EXHIBIT 11.20(A) - BORROWER JOINDER EXHIBIT 11.20(B) - GUARANTOR JOINDER THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is dated as of November 19, 2013 and is made by and among TRIUMPH GROUP, INC., a Delaware corporation (“TGI”), the other BORROWERS (as hereinafter defined), the GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent for the Banks under this Agreement (hereinafter referred to in such capacity together with its successors and assigns, as the “Administrative Agent”).
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(P)(1) - PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT (as hereafter amended, restated, modified or otherwise supplemented from time to time, the "Agreement") is dated as of November 5, 2019 and is made by and among PEGASYSTEMS INC., a Massachusetts corporation (the "Borrower"), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as hereinafter defined) for the Lenders under this Agreement. The Borrower has requested the Lenders provide a revolving credit facility to the Borrower in an aggregate principal amount of $100,000,000 (subject to increase and reduction as set forth herein). In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:
LIST OF SCHEDULES AND EXHIBITS. Schedule 1.1(a) Fixed Assets Schedule 1.1(f) Licenses and Permits Schedule 1.1(g) Deposits and Other Rights Schedule 2.4 Estimated Closing Balance Sheet Schedule 2.4-A Purchase Price Adjustments Schedule 3.2 Key Employees Schedule 4.1 States in which Seller is Qualified to do business Schedule 4.2 Seller's Directors and Officers Schedule 4.3 Exceptions to Title Schedule 4.4 Consents Schedule 4.8 Financial Information Schedule 4.9 Purchased Assets owned or held by Persons other than Seller Schedule 4.11A Trade Payables and Accrued Expenses Schedule 4.11B Other Debts, Obligations, Guaranties and Liabilities Schedule 4.12 Tax Matters Schedule 4.14 Accounts Receivable Schedule 4.15 Material Contracts Schedule 4.15A Descriptions of oral Material Contracts Schedule 4.15B Breaches or Defaults of Material Contracts Schedule 4.16 Material Leases Schedule 4.17 Clients and Primary Clients Schedule 4.18 Employees and Consultants Schedule 4.19 Intellectual Property Assets Schedule 4.20 Internet Presence Schedule 4.21 Year 2000 Compliance Schedule 4.22 Benefit Plans and List of Accrued Vacation Obligations Schedule 4.24 Litigation Schedule 4.25 Insurance Schedule 4.26 Immigration Matters Schedule 4.28 Material Changes Schedule 4.29 Certain Arrangements Schedule 4.30 Bank Accounts Exhibit 1.3(a) Form of Bill xx Sale Exhibit 1.3(b) Form of Assignment and Assumption Agreement Exhibit 2.3 Indemnity Escrow Agreement Exhibit 3.2 Form of Employee Agreement Exhibits 3.4 Form of Noncompetition Agreement Exhibit 7.5(h) Form of Opinion of Seller's, Shareholder's and EPS's Counsel
LIST OF SCHEDULES AND EXHIBITS. Schedules
LIST OF SCHEDULES AND EXHIBITS. Schedules Schedule 1.0 Certain Terms As Defined in the Act, As of September 13, 1996 Schedule 3.0 Implementation Schedule Schedule 4.0 Interconnection Points in LATA Schedule 4.5 Interconnection Points for Different Types of Traffic Schedule 6.3 Rate Elements Under Meet Point Billing Schedule 27.0 Performance Interval Dates for Specified Activities Schedule 27.1 ETC Service Quality Standards Exhibits Exhibit A Detailed Schedule of Itemized Charges Exhibit B Network Element Bona Fide Request Exhibit C Directory Assistance and Call Completion Services Agreement Exhibit D IntraLATA Telecommunications Services Settlement Agreement INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE TELECOMMUNICATIONS ACT OF 1996 This Interconnection Agreement under Sections 251 and 252 of the Telecommunications Act of 1996, is effective as of the 13th day of September, 1996 (the “Effective Date”), by and between Xxxx Atlantic-Pennsylvania, Inc. (“BA”), a Pennsylvania corporation with offices at 0000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, and Eastern TeleLogic Corporation (“ETC”), a Delaware corporation with offices at 000 Xxxxxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000.
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - TTI COST SAVINGS SCHEDULE 1.1(D)SCHEDULE 1.1(E) - EXISTING LETTERS OF CREDITEXISTING INTEREST RATE XXXXXX SCHEDULE 1.1(P) - EXISTING LIENS SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 8.1.17 - POST-CLOSING MATTERS SCHEDULE 8.2.1 - EXISTING INDEBTEDNESS SCHEDULE 8.2.4 - EXISTING INVESTMENTS SCHEDULE 8.2.10 - TTI BUSINESSES
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES Schedule 1.1(A) Pricing Grid Schedule 1.1(B) Commitments of Lenders Schedule 6.1 Qualifications To Do Business Schedule 6.3 Subsidiaries Schedule 6.11 Pledged Securities Schedule 6.21 Additional Material Contracts Schedule 7.1.1(i) Lien Searches Schedule 8.1.18 Title Requirements Schedule 8.1.21 Post-Closing Matters Schedule 8.2.1 Existing Indebtedness Schedule 8.2.2 Existing Liens Schedule 8.2.4 Existing Investments Schedule 8.2.8 Existing Affiliate Transactions Schedule 8.2.14 Existing Restrictions on Subsidiaries Schedule 8.2.15 Existing Negative Pledge Agreements
LIST OF SCHEDULES AND EXHIBITS. SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL DISCLOSURES SCHEDULE 7.1.16 - EVENTS OF DEFAULT SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS EXHIBITS
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.01(A) — PRICING GRID SCHEDULE 1.01(B) — COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.01(P) — EXISTING LIENS SCHEDULE 5.01(h) — REINSURANCE COVERAGE SCHEDULE 7.02(a) — EXISTING INDEBTEDNESS EXHIBITS EXHIBIT 1.01(A) — ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.01(B) — BID NOTE EXHIBIT 1.01(G)(1) — GUARANTOR JOINDER EXHIBIT 1.01(G)(2)-1 — GUARANTY AGREEMENT OF ACE LIMITED EXHIBIT 1.01(G)(2)-2 — GUARANTY AGREEMENT OF MATERIAL SUBSIDIARIES EXHIBIT 1.01(G)(2)-3 — GUARANTY AGREEMENT OF ACE GUARANTY CORP. EXHIBIT 1.01(R) — REVOLVING CREDIT/TERM LOAN NOTE EXHIBIT 2.05 — COMMITTED LOAN REQUEST EXHIBIT 2.08(a) — BID LOAN REQUEST EXHIBIT 6.01(d) — OPINION(S) OF COUNSEL EXHIBIT 7.03(c) — QUARTERLY COMPLIANCE CERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT is dated as of May 22, 2003, and is made by and among ACE GUARANTY CORP., a Maryland corporation (the "Company"), ACE GUARANTY (UK) LTD., a company organized under the laws of England and Wales (the "UK Borrower"), the BANKS (as hereinafter defined), and ABN AMRO BANK N.V., in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the "Agent") and sole bookrunner.
LIST OF SCHEDULES AND EXHIBITS. [Note: This list is to be revised in accordance with the actual Schedules and Exhibits used for each client agreement.] Schedules: Schedule A Description of Products Schedule B Summary of Fees Schedule C Additional Definitions Schedule D Example of Price Adjustment Calculation Schedule E Copy of Executed Confidentiality Agreement Exhibits: Exhibit A Continuing Guaranty and Indemnification Agreement Exhibit B Customer Services Exhibit C Warehousing and Inventory Program Services Exhibit D Distribution Services Exhibit E Warehousing and Distribution of Sample Products Exhibit F Marketing Materials Fulfillment Services Exhibit G Contract Administration and Chargeback Processing Exhibit H Accounts Receivable Management and Cash Applications Exhibit I Financial Management Services Exhibit J IT Services SCHEDULE A DESCRIPTION OF PRODUCTS Description NDC Number Corlux TBD Samples Free Goods SCHEDULE B SUMMARY OF FEES Fee Amount Description 3PL Services Development and Implementation [***] • Hiring and training of staff • ERP system set up • Project management time for implementation • Data interface design and testing **Should data file transfer custom development be required, additional fees will apply at the per hour rate • Corcept-specific telecommunications set up • Creation of a Corcept-specific DataMart and RealTime Web Portal • 852/867 Service Support set up • If a website is developed for ordering marketing materials, there will be an additional one-time fee of $10,000 Stand-Ready Fee [***]month Monthly fee assessed if Program Launch Date is delayed. Monthly Management Fee Customer Service [***] • Address customer inquiries as Corcept Warehouse & Distribution • Manage Customer Relationship Returns Management [***] • Account Set Up Finance [***] • License Verification Information Technology & Reporting Chargeback Management Sample Management Marketing Material Management [***] • Order Processing • Sample Order Processing • Marketing Material Order Processing • Returns • Product Inquiries • Inventory pick, pack and ship from ICS distribution center • Corcept-Branded Packing Slips • Daily Cycle Counts • One Physical Inventory Count per annum • Inventory Management • Invoicing as Corcept • Establish Credit Limits • Process Returns • Call Triage • Accounts Receivable Management • Collections [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with re...
